Road map for an IPO

The Process of Going Public

At Big Ben, we provide companies that have reached a certain
stage of maturity the option of listing on a leading European
stock exchange. We have successfully raised capital and listed
numerous companies with our partners in Europe, and have a broad
range of contacts with the financial markets.

Nordic MTF at NGM

Nordic Growth Market NGM AB operates as a subsidiary of
Boerse-stuttgart AG and as a regulated stock exchange in Sweden.
The company provides a Multilateral Trading Facility (MTF), a
platform for trading in small and medium-sized entrepreneurial
companies (www.nordicmtf.se); Nordic derivatives exchange (NDX),
a market for listing and electronic trading of derivatives and
structured products; and NGM Equity, which offers listing and
trading in equities. It also approves and monitors companies on
market, as well as distributes financial information, including
press releases, reports, and corporate information.

Companies that apply for listing on Nordic MTF must undergo a
listing process. This is done ensure that that the company and
its management meet the requirements for due diligence and have
systems in place for financial control and information
dissemination, as well as that conditions exist for a fair,
orderly and efficient trading.

Companies whose shares have already been traded on another
exchange or marketplace may be eligible for a summary listing
process.

Basic listing requirements with the Nordic MTF

The following requirements are the most important:
• A public company according to Swedish regulations;
• Registered with Euroclear the central securities depository
(CSD);
• Must have enough shareholders (300) to support effective
trading;
• At least 10% of its shares must be in public hands (float);
• At least four board members (two resident in the EEA);
• Information Memorandum (Company Description) with approved
corporate information; and
• A corporate website with approved information.

Basic listing process with NGM

The listing process consists of the following steps:
• Preparation of company, ducuments and initial due diligence;
• Informal introduction to NGM
• Formal meeting between the company and NGM;
• Submission of listing application;
• Legal due diligence;
• Provisional decision by NGM communicated to the company;
• Financial due diligence initiated;
• Memorandum or Prospectus will be compleated;
• NGM examines the financial due diligence, memorandum or
prospectus and other documents;
• Listing decision

NGM offer a very attractive mirror listing between Stuttgart
and Stockholm. The trading of your securities on the Stuttgart
Stock Exchange is made extremely attractive by the trading
segments and initiatives, tailor-made specifically for private
investors and the special features of the different classes of
securities.

Stockholm (and Stuttgart) offers less cost, better liquidity,
and greater access to capital than OTCBB in U.S.A. but we can
offer a dual listing offer with OTCQX International for
qualified companies.

Company Memorandum, or Prospectus

The Prospectus Regulation aims at providing issuers with
tailor-made disclosure rules, while inducing, at the same time,
the prospectus to be a more relevant tool of information for
potential investors. The need for a revision of the previous
regulation, arises from the growth in capital-raising on capital
markets and the need, especially for SMEs, to participate in
this growth.

The new Regulation also seeks to level the playing field by
removing the existing differences between the rules applicable
in different Member States. As long as disclosure of information
is considered to be «vital to protect investors by removing
asymmetries of information between them and issuers» 10,
harmonisation of the disclosure regime should be the answer to
the long–known concern of transparency for investors 11.

The Prospectus Regulation applies to both equity and non–equity
securities offered to the public or admitted for trading on
regulated markets.

The new obligation to publish a Prospectus

Offers to the public in Sweden where the total consideration is
less than €2.5 million, are exempted from the obligation of
drawing up a prospectus. This is because the costs of producing
a prospectus are likely to be disproportionate to the «envisaged
proceeds of the offer». However, Member States can ask for other
disclosure requirements, if they don't constitute an unnecessary
burden in relation to such offers of securities.

Considering the different sizes of financial markets across the
Union, the legislator deemed it appropriate to give Member State
the possibility of exempting offers of securities to the public
not exceeding €8 million from the obligation to publish a
prospectus. The threshold resulting from this provision, should
thus vary, depending on the Member State, between €1 and €8
million. Beyond the threshold chosen, the drafting of the
prospectus is mandatory. It is worth nothing that offers below
the threshold cannot benefit from the pass–porting regime.

The prospectus should not be required for offers of securities
to the public which are limited to qualified investors. Also,
when an offer of securities is addressed to a restricted circle
of not qualified investors (150 persons), no prospectus is
required.

Finally, when an offer is addressed simultaneously to qualified
investors and to non-qualified investors that commit to invest
at least €100,000 each, the offer is exempted from the
obligation to publish a prospectus.

When an issuer already has shares traded on a regulated market,
any issuance of new shares of the same class on the same
regulated market –provided that the newly admitted shares
represent a limited proportion in relation to shares of the same
class already admission– is exempt from the need to draw up a
prospectus. The EU legislator increased the threshold from 10%
to 20%: securities must represent, over a period of 12 months,
less than 20% of the number of securities already admitted to
trading on the same regulated market. This provision has entered
into force on the 20th of July, 2017.

Nasdaq First North

Nasdaq Stockholm AB operates as a subsidiary of NASDAQ Stock
Market LLC and as a regulated stock exchange in Sweden.

Nasdaq First North was developed by Nasdaq Stockholm in 2006 as
a marketplace for early-stage companies to grow both financially
and organically. Nasdaq First North is regulated as a
Multilateral Trading Facility (MTF), with more flexible listing
requirements than the Main Market, thus enabling smaller
companies to access the capital markets while realizing their
growth potential (www.nasdaqomxnordic.com/firstnorth).

Launched in 2009, the Nasdaq First North Premier segment is
designed to further assist companies in raising investor
visibility and to prepare them for a Main Market listing. Nasdaq
First North Premier targets companies that make a conscious
decision to comply with higher disclosure and accounting
standards than imposed under the Nasdaq First North rules.

Main Market. This is the flagship market in the Nordic region
and is intended principally for well-established companies. The
Main Market is an EU regulated market and, accordingly, its
listing requirements are based on the applicable European
standards (www.nasdaqomxnordic.com/).

Basic listing requirements with First North

The following requirements are the most important:
• A company duly incorporated or otherwise validly established
according to the relevant laws of its place of incorporation;
• Registered with Euroclear the central securities depository
(CSD);
• Local accounting standards, and for Premier IFRS;
• Must have enough shareholders to support effective trading.
With fewer than 300 qualified shareholders, a Liquidity Provider
would be required;
• At least 10% (25% on Premier) of its shares must be in public
hands (float);
• On the Premier list the Market Cap must be €10 million or
more;
• At the time of admission, the share price must be at least
€0.50;
• At least four board members (two resident in the EEA);
• Company Description (Information memorandum) with approved
corporate information; and
• A corporate website with approved information.

Profitability and Working Capital

The company must demonstrate that it possesses documented
earnings capacity on a business group level. Alternatively, if
the company does not possess documented earnings capacity, it
must demonstrate that it has sufficient financial resources in
order to enable it to conduct the planned business for at least
twelve months after the first day of trading. The company must
also clarify when it expects to be profitable and how the
company intends to finance its operations until such time.

Company Description, or Prospectus

In connection with listing on Nasdaq First North, a company
description or a prospectus must be prepared. The company
description shall, inter alia, include a description of the
issuer, its annual reports or financial statements for the last
two years (if applicable), its Board of Directors and its most
important agreements.
If the listing has been preceded by a public capital raise of
more than 2.5 million Euro the company must instead of a company
description prepare a prospectus.
If Sweden is the home Member State of the company, i.e. the
company is incorporated in Sweden, or in case where the company
is incorporated outside of the EEA, has chosen Sweden as its
home Member State, the SFSA is responsible for granting the
formal approval of the prospectus. In addition, the Exchange
examines the prospectus in order to ensure that the prospectus
provides the market with sufficient information in accordance
with the requirements for admission.

Dual listing with OTCQX International

We offer a very attractive dual listing with the OTCQX
International, for companies already listed on a qualified stock
exchange and want access to the U.S. market without the
need to make filings with the SECC.

International issuers on the OTCQX must meet specified
eligibility requirements. Quotation is available for
American Depository Receipts (ADR’s) or foreign ordinary
securities of companies traded on a Qualifying Foreign Stock
Exchange.

International issuers on the pinksheets are not required to be
reporting with the SEC nor are they required to qualify for the
Rule 12g3-2(b) exemption from SEC registration for foreign
private issuers. Pinksheets are available to ADR’s and
foreign ordinary securities of companies traded on a Qualifying
Foreign Stock Exchange.

Exchange Act Rule 12g3-2(b) permits foreign private issuers to
have their equity securities traded on the U.S. over-the-counter
market without registration under Section 12 of the Exchange Act
(and therefore without being subject to the Exchange Act
reporting requirements). The Rule is automatic for foreign
issuers that meet its requirements. A foreign issuer may
not rely on the rule if it is otherwise subject to the Exchange
Act reporting requirements.

To be eligible to be quoted on the OTCQX International,
companies must:

Have U.S. $2 million in total assets as of the most recent
annual or quarter end;

As of the most recent fiscal year end, have at least one of
the following: (i) U.S. $2 million in revenues; (ii) U.S. $1
million in net tangible assets; (iii) U.S. $500,000 in net
income; or (iv) U.S. $5 million in global market
capitalization;

Meet one of the following penny stock exemptions under Rule
3a51-1 of the Exchange Act: (i) have a bid price of U.S. $5 or
more; or (ii) have net tangible assets of U.S. $2 million if
the company has been in continuous operation for at least
three years, or U.S. $5,000,000 if the company has been in
continuous operation for less than three years; or (iii) have
average revenue of at least U.S. $6,000,000 for the last three
years;

Be quoted by a market maker on the OTC Link (which requires
a 15c2-11 application if the company is not already quoted on
a lower tier of OTC Markets);

Not be in bankruptcy or reorganization proceedings;

Be included in a Recognized Securities Manual or be subject
to the reporting requirements of the Exchange Act;

Have its securities listed on a Qualifying Foreign Stock
Exchange for a minimum of the preceding 40 calendar days;
provided, however, that in the event the company’s securities
are listed on a non-U.S. exchange that is not a Qualified
Foreign Stock Exchange, then at the company’s request and
subsequent to the company providing OTC Markets Group with
personal information forms for each executive officer,
director, and beneficial owner of 10% or more of a class of
the company’s securities and such other materials as OTC
Markets Group deems necessary to make an informed
determination of eligibility, OTC Markets Group may, upon its
sole and absolute discretion, consider the company’s
eligibility for OTCQX International;

Meet one of the following conditions: (i) be eligible to
rely on the registration exemption found in Exchange Act Rule
12g-2(b) and be current and compliant in such requirements; or
(ii) have a class of securities registered under Section 12(g)
of the Exchange Act and be current in its SEC reporting
requirements; or (iii) if such company is not eligible to rely
on the exemption from registration provided by Exchange Act
Rule 12g3-2(b) because it does not (A) meet the definition of
“foreign private issuer” as that term is used in Exchange Act
Rule 12g3-2(b) or (B) maintain a primary trading market in a
foreign jurisdiction as set forth in Exchange Act Rule
12g3-2(b)(ii), and is not otherwise required to register under
Section 12(g), be otherwise current and fully compliant with
the obligations of a company relying on the exemption from
registration provided by Exchange Act Rule 12g3-2(b).